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The third (and possibly final?) film in the "Spider-Man" series manages to do a lot of things well, but a few sizable issues with the picture keep it from topping the previous outing. This time around, Peter Parker/Spider-Man (Tobey Maguire) finds that everything's really going his way, at least for the time being. He's got his girlfriend, Mary Jane (Kirsten Dunst), who's now starring on Broadway and who he plans to marry. The city loves Spider-Man, so much that they're planning on throwing a celebration in his honor.

So, what could go wrong? Lots. Peter returns to work to find that there's competition for his job - a new photographer named Eddie Brock (Topher Grace). Old friend Harry (James Franco) still believes that Peter/Spider-Man is responsible for the death of his father (Willem Dafoe, who returns here very briefly) and is not finished seeking revenge. Flint Marko (Thomas Haden Church), the small-time crook now thought to be responsible for the death of Peter's beloved grandfather, has now escaped and has been mutated into the Sandman. Oh, there's also a little alien oil slick, which looks like a cousin of the black oil from "The X-Files". It's looking for a new host, and finds one to its liking in Peter. I almost forgot that Mary Jane also finds she has a new rival in Gwen Stacy (Bryce Dallas Howard).

That's a tall order and the movie doesn't manage to handle it very well, although it does about as best as it can juggling three villains, a romantic tale and a few other odds and ends subplots. The venom creature eventually does find its way to Peter, increasing his abilities and bringing out a dark side of him that begins seeking vengeance. After playing a character that's really rather "aw shucks" for two films, it's impressive how well Maguire manages to gradually change Peter for the worse.

Still, that doesn't mean being bad isn't sometimes funny: there's a sequence where Peter has changed his "look" (he now looks like an extra from a Tim Burton film) and is walking down the street, trying to hit on women in the most incredibly dorky manner possible. Maguire plays it so over-the-top that you can't help but laugh and it's capped off with a 70's dance move that is one of the funniest, most random things I've seen all year. Maguire also gets a ridiculous nightclub dance number that looks like something out of Jim Carrey's "The Mask". Raimi makes some strange choices here, but it's almost pleasing to see a few weird, random jokey moments allowed in a movie that costs North of $200M.

What gets shorted here is the romantic angle between Dunst and Maguire. Maguire's character seems too oblivious to some of the things he does to upset Mary Jane and the power of his feelings for her - which were a strong part of the first two films - gets lost in the mix with how busy the third film is at times. The Gwen Stacy character is set-up as a roadblock in the relationship, but is never really developed and essentially is forgotten about as the film heads into its second half. Dunst once again leads up to the damsel-in-distress bit towards the end and gets to sing (although the singing obviously isn't her) a couple of times.

The three villains are interesting creations in theory, but all three have issues. Venom (after the oil takes over Grace's character) comes too late in the picture and the filmmakers really never figure out what to do with him. Sandman gets a sick daughter he must take care of, but doesn't have much else to do aside from look like an impressive visual effect. Church offers a good performance in his scenes, but there are very few scenes where he's not a giant walking beach. The Franco character is brought back from the dark side towards the end of the film, but it's via a secondary character telling him something that would have been really helpful to everyone involved if he'd have told him a while ago. None of these villains are as fully developed or interesting a character as Alfred Molina's Doc Ock character from the second film.

The visual effects, oddly enough, aren't up to those of the second film. Spider-man's swings through the city seem a bit less sleek and graceful. Sandman looks neat, but the movie doesn't have the character doing a whole lot aside from flying around in sandstorm form or lumbering around the city streets, swating at whatever's in his way.

The performances are all fine once again, although with a streamlined film some of these characters may have had more of a chance to shine. Maguire is not only unexpectedly funny at times, but solid in his portrayal of Peter's dealing with both sides of himself. Grace is fine in a rather fun, unlikable performance, but once the character gets buried under special effects, it doesn't make for a strong villain because the movie doesn't need another villain at this point. Raimi could have very easily set-up the Grace character's transformation at the end of the film and made it appear as if that character would be a main villain in a possible fourth picture. As is, he's shoehorned into the film here and it doesn't work. Dunst is stuck with a downer of a role, and to make matters worse, she once again ends up in peril at the end of the picture. Bruce Campbell also makes a cameo.

All this said, I didn't dislike this picture. Parts of "Spider-Man 3" are as swift and entertaining as the other two films, the performances are fine and the action scenes are never dull. However, the best summary of the picture I can think of is that, despite the fact that this film has so much more going on than the other two, it's just not as satisfying, as it remains too busy to spend enough time on any one element.


The DVD

VIDEO: "Spider-Man 3" is presented by Sony Pictures Home Entertainment in 2.35:1 anamorphic widescreen. Presentation quality is excellent, with impressive detail and definition often visible in the image. Although a few shots here-and-there looked a tad soft, the majority of the movie looked sharp and well-defined. A few slight instances of edge enhancement and artifacting appeared, but the majority of the film looked crisp and clean. Colors looked bright and bold, with no smearing or other issues.

SOUND: The film is presented here in Dolby Digital 5.1 and the sound design work is exceptional. The film's action sequences obviously are the most remarkable moments, as the surrounds whip into action to deliver the the whoosh of the Sandman and the explosive effects in the fights between the Goblin and Spidey. Bass was, as one might expect, quite deep and punchy, while effects remained crisp and clear. Dialogue and score also were never overwhelmed in the mix by the frequent action.

EXTRAS: director Sam Raimi and actors Tobey Maguire, Thomas Haden Church, Bryce Dallas Howard, James Franco, Topher Grace, and Kirsten Dunst all pile together for one commentary track, while producers Grant Curtis, Avi Arad, and Laura Ziskin, editor Bob Murawski and visual effects supervisor Scott Stokdyk participate in the other commentary for the movie. The actor's commentary is fun and entertaining, but there are some pauses of silence, which is a bit surprising, considering the amount of people involved. A lot of the actor's track sees the bunch joking around, but there are some good insights here about the actors having to work with visual effects and getting into character. Grace ends the track with a joke, cracking that his rap album drops in '08.

Also found on the first DVD are bloopers (some mildly funny flubbed lines), a music video from Snow Patrol, still galleries, ads (for "Spider-Man" games) and previews for other titles from the studio.

The second disc offers a pile of featurettes that look into various aspects of the production. The first is "Grains of Sand", which is a 13-minute look at the creation of the Sandman character, in terms of casting, visual effects and the choice of including the character as a villain in this third outing. "Re-imagining the Goblin" is an 11-minute piece that looks at Franco's character becoming a new Goblin character, as well as visual effects work and the design of the Goblin's new surfboard. "Covered in Black" runs about 15 minutes and focuses on the black oil "Venom" character. "Gwen Stacy and the Collapsing Floor" looks at one of the film's more impressive action sequences, showing the elements that went into the creation of the sequence, such as effects and stuntwork.

"Fighting, Flying and Driving" is an 18-minute look at the action sequences, discussing choreography, wire work and stunts, the decision to take masks off during some of the fights, safety and effects. While some clips pad out the running time, the majority of the featurette offers some interesting behind-the-scenes clips. "Tangled Web" is a 9-minute piece on the romantic angles of the third film. "Wall of Water" is an FX featurette that takes a look at the sequence where Spider-Man tries to wash Sandman away. "Inside the Editing Room" visits with the editor, who discusses how some of the major scenes were pieced together and "Science of Sound" is a featurette that discusses the creation of the film's score and sound effects/sound design work. Finally, we get two "On Location" featurettes - one in NYC and one in Cleveland. There's also TV spots from other countries, the film's teaser trailer and 3 trailers.

Final Thoughts: "Spider-Man 3" isn't quite as entertaining as the exceptional second film in the series, but it's still a fun ride. The Special Edition DVD provides quite a few supplemental features, as well as very fine audio/video quality. Recommended. A 1-DVD edition (which I would guess is just the first disc of this 2-DVD set) is also available for a lower price.





Film Grade
The Film B
DVD Grades
Video 90/A-
Audio: 94/A
Extras: 89/B+


DVD Information





Spider-Man 3: Special Edition
Sony Pictures Home Entertainment
2.35:1
Dolby Digital 5.1
140 minutes
Subtitles: English
Rated PG-13
Dual Layer:Yes
Anamorphic:Yes
Region:1
Available At Amazon.com: Spider-Man 3: Special Edition DVD, Spider-Man 3: 1-DVD Regular Edition,Spider-Man 3: Blu-Ray,Spider-Man Trilogy: Blu-Ray